SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the fiscal year ended March 31, 2001 or

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from _________ to _________

                         COMMISSION FILE NUMBER: 0-21903

                              ORA ELECTRONICS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                         95-4607830
-----------------------------------             --------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

         9410 OWENSMOUTH AVE.
         CHATSWORTH, CALIFORNIA                             91311
         ----------------------------------------------------------
         (Address of principal executive offices)        (Zip Code)

                               (818) 772-2700
            ----------------------------------------------------
            (Registrant's telephone number, including area code)

         Securities registered pursuant to Section 12(b) of the Act: None

         Securities  registered  pursuant  to Section  12(g) of the Act:  Common
Stock, par value $.001 per share;  Class A Warrants;  Class B Warrants;  Class C
Warrants; Class D Warrants

         Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                       Yes X No ____
                                                           --

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.

                                                       Yes ____ No X
                                                                   --

                                       1
<PAGE>

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required  to be filed by Section 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                                                       Yes X No ____
                                                           --

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant at July 31, 2001 was approximately $2,474,656.  The registrant
had 23,568,152  shares of common stock, par value $.001 per share outstanding at
July 31, 2001.

         The  registrant  had each of 482,609 Class A Warrants;  649,314 Class B
Warrants; 567,895 Class C Warrants; and 736,691 Class D Warrants, outstanding at
July 31, 2001.

         Documents  Incorporated by Reference (To the Extent Indicated  Herein):
Portions of the Definitive  Proxy Statement for the 2001 Annual Meeting (in Part
III).
























                           Exhibit Index on Page 41





                                       2
<PAGE>


ITEM 1 - BUSINESS

GENERAL

         ORA  Electronics,  Inc.  ("ORA" or the  "Company")  is a developer  and
supplier of interface,  connectivity  solutions and peripheral  accessories  for
wireless   communication  devices,   including  cellular  telephones,   personal
communications  systems  ("PCS") and pagers,  computing  devices and intelligent
transportation  systems ("ITS"). The Company currently carries over 500 products
which are sold to over 400 customers in the United States, and throughout North,
Central and South America.  Among the Company's  customers are major mass market
retailers,   service  providers  and  cellular   carriers,   original  equipment
manufacturers ("OEMs"), auto manufacturers, regional distributors and dealers.

         The Company is experiencing a significant reduction in its business and
projects  that  ongoing  cash flow may not be  sufficient  to  sustain  business
operations after July 31, 2001. See the Liquidity and Capital  Resources section
of  Management's  Discussion and Analysis of Financial  Condition and Results of
Operations for a more complete discussion of this issue.

         The Company's business began as a sole proprietorship in 1974 under the
name ORA Electronics  and was  incorporated in California in 1979 under the name
Alliance Research  Corporation  ("Alliance").  The Company's  products have been
primarily  sold under the "ORA" trade name. In December  1996,  Alliance  merged
into ORA  Electronics,  Inc. for the  purposes of effecting  its name change and
reincorporation  from California to Delaware.  References herein to "ORA" or the
"Company" include Alliance prior to the date of such merger, as applicable.

         From  April,  1987 to  December  1996,  the  Company  was taxed as an S
corporation  under the Internal Revenue Code of 1986, as amended.  From December
1996 forward, the Company has been taxed as a C corporation.

INDUSTRY

         Wireless communications  technology encompasses wireless communications
devices such as handheld,  mobile and transportable handsets, pagers and two-way
radios.  Since its  inception  in 1983,  the wireless  handset  market has grown
rapidly.  The Company  believes that the wireless  communications  industry will
continue to grow for a number of reasons.  Economic  growth,  increased  service
availability  and the lower cost of wireless  service  compared to  conventional
landline  telephone  systems in emerging  markets  will,  the Company  believes,
continue to create demand for wireless communications products. The Company also
believes that the change from analog to digital technology will increase overall
market  growth and  encourage  consumers  to  purchase  the next  generation  of
products.  In addition,  advanced digital  technologies have led to increases in
the number of network operators and resellers,  which have resulted in increased
demand for wireless communications  products.  Finally, the proliferation of new
manufacturers is expected to lower prices, increase product selection and expand
sales channels. In the United States,  wireless handset service was developed as
an  alternative to  conventional  landline  systems and existing  mobile handset
service  and  has  been  one of  the  fastest  growing  market  segments  in the
communications industry.

         The number of U.S. wireless  subscribers has grown  significantly since
the inception of the wireless  handset  industry in 1983.  The Company  believes
that the U.S.  market for wireless  services  will continue to expand due to the
increasing   affordability   and  availability  of  such  services  and  shorter
development cycles for new products and enhancements. In addition, many wireless
service  providers are upgrading  their existing  systems from analog to digital
technology as a result of capacity  constraints  in many of the larger  wireless
markets and in order to respond to  competition.  Digital  technology  increases
system capacity and offers other  advantages,  such as improved  overall average
signal quality,  improved call security,  lower incremental costs for additional
subscribers and the ability to provide data transmission services.

PRODUCTS

         Sales of wireless accessory products accounted for approximately 98.7%,
97.5% and 97.1% of ORA's net sales for the fiscal years ended in 2001,  2000 and
1999,  respectively.  The  various  power  cords  offered  by ORA as part of its
wireless handset  accessory line accounted for  approximately  25.1%,  21.3% and
22.7% of ORA's net sales for the fiscal  years  ended March 31,  2001,  2000 and
1999,  respectively.  ORA offers 13 different stock keeping units of power cords
which  support  different  wireless  telephone  models  offered  by 6  different
manufacturers.

         A new product category in ORA's line is ITS. ORA has developed numerous
proprietary ITS products that allow interconnectivity  between automotive safety
systems,  entertainment systems,  navigation systems and wireless communications
devices.  Telcar,  a product  developed by ORA, serves as an integration hub for
ITS products  utilizing  ORA's T-bus data protocols.  Initial  shipments of this
product began in March,  2000. ORA's patent  applications  with respect to these
products have been approved by the U.S. Patent and Trademark Office.

CUSTOMERS

         ORA sells its products to over 40  customers  in the United  States and
throughout  North,  Central and South America.  Among ORA's  customers are major
mass  market  retailers,  wireless  service  providers  and  carriers,  original
equipment manufacturers ("OEMs"), auto manufacturers,  regional distributors and
dealers.

         Pursuant to its  distribution  agreement with ORA Electronics (UK) Ltd.
("ORA UK"),  an  unaffiliated  company,  the  Company may not sell its  products
bearing  the "ORA"  trade  name and logo  outside  of North,  Central  and South
America. Under such agreement,  which extends into perpetuity,  the Company does
not generate any revenues with respect to sales made by ORA UK.

         For the fiscal year  ending  March 31,  2000,  one  customer,  CompUSA,
accounted for  approximately  14.5%, of the Company's net sales.  For the fiscal
years ending March 31, 1999 and 1998, Circuit City,  accounted for approximately
52.6% and 38.5%, respectively,  of the Company's net sales and Staples accounted
for  approximately  5.9% and 17.3% ,  respectively,  of the Company's net sales.
Circuit City and Staples are not currently active customers of the Company.  For
a more  complete  discussion of this matter,  see  Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations for Fiscal Year ended
March 31, 2000 compared to Fiscal Year ended March 31, 1999.

MARKETING AND CUSTOMER SUPPORT

         ORA places a strong  emphasis on the marketing of its products.  Though
its product line  features many  technologically  sophisticated  and  innovative
products,  the Company believes that its greatest strengths lie in its abilities
to  manufacture  for, and  communicate  with, the mass market,  provide  useable
products and superior customer service,  and introduce high technology  products
to the market.

         To ensure  comprehensive  control of the marketing  process,  ORA has a
complete  in-house  marketing  services   department.   The  marketing  services
department  provides  a full range of  services.  In  addition  to ad design and
production,  product photography,  line brochures,  packaging and catalogs,  the
department  provides  a number of  specialized  customer  services  including  a
complete   planogram   service,    cooperative   advertising   programs,   store
merchandising,   in-store  display  design  and  production,   customer-specific
collateral  material,  ad  slicks,  clip art  services,  semi-private  labeling,
private label catalogs, mail inserts and trade show exhibit management.

SALES AND DISTRIBUTION

         ORA's  products are  distributed  via  national  and regional  consumer
electronics  retailers,  office supply retailers,  department stores, auto parts
chains and other multiple outlet retailers,  wireless service providers, catalog
and mail order houses, and electronics  distributors.  In addition,  ORA designs
and  supplies  products to  manufacturers  of wireless  communications  devices,
automobile  manufacturers  and other  manufacturers  under  "private  label" and
special products agreements.

         In order to facilitate prompt  deliveries to its retail customers,  the
Company carries high levels of inventories. ORA's policy is to provide a 24-hour
turnaround  on a select  group of its  products  which are stocked in depth.  In
addition,  an ongoing  "stock  balancing"  program  allows  retailers  to return
current,  slow moving  items every three  months in exchange  for an  offsetting
double  order.  ORA's  competitive  return  policy  for  non-salable   products,
including  damaged  products,  results in  significant  returns for credit.  ORA
products  carry  warranties  for  defects  in  material  or  workmanship.  These
warranties vary from one year to lifetime on passive devices, with most products
carrying  warranties  of three to five years.  The  Company's  payment terms are
typically 30 to 60 days. However, under special circumstances,  the Company will
offer extended terms.

         The Company's business has historically been seasonal. For its fiscal
years ending March 31, 2001, 2000 and 1999, on average, approximately 31.7% of
the Company's net sales were in its second fiscal quarter and 27.4% in its third
fiscal quarter, with the balance split approximately evenly between the first
and fourth fiscal quarters.

BACKLOG

         Most orders received by the Company are for immediate delivery. As of
March 31, 2001 and 2000, the Company had approximately $24,000 and $821,000,
respectively, in backlog orders, including orders for current delivery, orders
for later delivery, back orders and special orders, all of which may be
cancelled or modified by the customer.

RESEARCH AND DEVELOPMENT

         The Company has always focused on innovation as a means of maximizing
margins and capturing and maintaining market share. During its fiscal years
ended March 31, 2001, 2000 and 1999, as reflected in its audited financial
statements, the Company spent approximately $61,000, $615,000 and $625,000,
respectively, on research and development related activities. In addition, the
Company estimates that approximately an additional $13,000, $53,000 and $57,000,
respectively, was spent for purchased materials that do not have alternative
future uses. ORA maintains an in-house research and development engineering
staff. The Company maintains extensive research and testing facilities
(including an anechoic chamber) at its corporate headquarters, allowing it to
conduct sophisticated operations such as testing radiation patterns for antennas
and, thus, promoting product safety. ORA also has strategic relationships with
other independent research and development companies to utilize their respective
specialized skills or equipment.

         Many of ORA's products carry UL listings or FCC approvals. The Company
has been awarded the prestigious Innovation in Engineering Award from the
Electronics Industry Association five times in the last five years.

MANUFACTURING AND PACKAGING

         ORA out-sources the manufacturing of its products using contract
manufacturers and "bid" manufacturing. Contract manufacturers are used mainly
for proprietary products such as Telcar, battery chargers and hands-free
adapters. Bid manufacturers are used mainly to produce commodity items such as
battery packs and power cords. Manufacturing plants are located in the US,
Taiwan, China, Hong Kong and Korea. ORA is not dependent on any one manufacturer
to produce products. The Company believes that such production is "portable" and
can be moved rapidly to other manufacturers and assemblers. The Company is,
however, dependent on the availability of raw materials and labor, and is
subject to customs regulations and quotas both in the US and abroad.

         The products manufactured for the Company in Asia, which represent
substantially all of the Company's products, are purchased by the Company from a
foreign trading company, Data-Spec Taiwan, Limited ("Data-Spec Taiwan").
Data-Spec Taiwan negotiates purchases with the various contract manufacturers,
"bid" manufacturers and remits payment to these companies for the products.
Data-Spec Taiwan also represents ORA in negotiations with respect to
procurement, specifications compliance and quality assurance. Data-Spec Taiwan
is ISO 9000 certified. Jack D.W. Song who owns over 10% of the Company's
outstanding Common Stock, is the majority owner of Data-Spec Taiwan.

         The Company receives most of its inventory in bulk shipments. The bulk
products are then assembled and packaged in various configurations and kits
utilizing in-house packaging equipment and materials.

ASSET MANAGEMENT

         Inventory control is important to the Company's ability to maintain
margins while offering its customers competitive prices and rapid delivery of a
wide variety of products. To be in a position to deliver products rapidly, the
Company maintains a significant investment in its product inventory and,
therefore, is subject to the risks of inventory obsolescence and excessive
inventory levels.

COMPETITION

         The consumer electronics and wireless telecommunications accessory
market is highly fragmented and subject to intense competition. The market for
wireless products is characterized by rapidly changing technology and frequent
new product introductions. The Company's success depends in large part upon its
ability to identify and design products that will meet the changing requirements
and demands of the marketplace. ORA's competitors include (a) various companies
which offer broad lines of consumer electronic accessories, (b) other accessory
companies which offer certain product lines and (c) manufacturers of brand name
consumer electronics hardware, which market their own lines of similar
accessories. Certain of the Company's existing and potential competitors have
greater financial, technical, marketing or manufacturing resources and may
develop new accessories and other products that are superior to those of the
Company. The Company competes primarily on the basis of product variety and
quality, customer service and support, product reliability, company and brand
name recognition, ability to meet customer delivery needs, price, product
features and proprietary products. There can be no assurance that the Company
will be able to identify, obtain and offer products necessary to remain
competitive.

TRADEMARKS AND PATENTS

         The Company actively pursues a program of protecting its intellectual
property by seeking patent, copyright and trademark protection for its products
to the maximum extent permissible under U.S. laws. Currently, the Company owns
33 issued patents covering various unique and novel aspects of certain of its
products in the United States. Most of the Company's patents have the majority
of their term remaining.

         The Company also owns 25 trademarks registered on the Principal
Trademark Register of the United States under which the Company markets its
goods and offers its services. The Company also copyrights its manuals, sales
and product literature, as well as numerous software codes and protocols
necessary to operate several of its processor controlled products and systems.

         No assurance can be given that the Company's existing patents or any
future patents will not be challenged, invalidated or circumvented, or that
competitors of the Company will not independently develop or patent technologies
which are substantially equivalent or superior to the Company's technologies.

EMPLOYEES

         As of July 31, 2001, the Company had 14 employees. None of the
Company's employees is covered by a collective bargaining agreement. The Company
believes that its relationship with its employees is satisfactory.










ITEM 2 - PROPERTIES

         The Company owns its 80,000 square foot headquarters and distribution
facility in Chatsworth, California. Such property is subject to a deed of trust
in favor of the Aid Association for Lutherans, which entity provided financing
for the acquisition of the property.

ITEM 3 - LEGAL PROCEEDINGS

         None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended March 31, 2001.

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock

         The Company's common stock, par value $.001 per share (the "Common
Stock"), was listed for trading on December 20, 1996, following its merger with
North American Energy of Delaware, Inc., on the OTC Bulletin Board. As of July
31, 2001, there were approximately 615 stockholders of record of the Company's
Common Stock. On July 31, 2001, the last reported sale price of the Common Stock
on the OTC Bulletin Board was $0.105. The following table sets forth the high
and low sales prices of the Common Stock for each quarterly period during the
most recent two fiscal years:

                                                           High            Low
                                                           ----            ----
Fiscal year ended March 31, 2000:

        First Quarter ..............................     $ 0.88          $ 0.19
        Second Quarter .............................       0.25            0.19
        Third Quarter ..............................       1.13            0.31
        Fourth Quarter .............................       6.25            1.03

Fiscal year ended March 31, 2001:

        First Quarter...............................       3.00            0.62
        Second Quarter..............................       0.87            0.50
        Third Quarter...............................       0.50            0.26
        Fourth Quarter..............................       0.80            0.06

Dividend Policy

         The Company intends to use its cash flow from operations to finance its
working capital needs.  The payment of cash dividends,  if any, in the future is
within the  discretion of the Company's  Board of Directors and will depend upon
the Company's  earnings,  its capital  requirements and financial  condition and
other relevant factors.  Since having become a C corporation for tax purposes in
December  1996, the Company has not paid a dividend on its Common Stock and does
not intend to declare any cash dividends in the foreseeable future.

ITEM 6 - SELECTED FINANCIAL DATA

         The  following  table  sets  forth  certain  selected   financial  data
regarding  the Company which is qualified by reference to, and should be read in
conjunction  with,  the  financial  statements  and notes thereto (see "Index to
Financial  Statements")  and "Item 7 -  Management's  Discussion and Analysis of
Financial Condition and Results of Operations." The income statement and balance
sheet  data  presented  below have been  derived  from the  Company's  financial
statements. The selected pro- forma income statement data set forth below is for
informational  purposes  only  and  may not  necessarily  be  indicative  of the
Company's results of operations in the future.





<PAGE>


                              ORA ELECTRONICS, INC.
                    STATEMENT OF INCOME AND RETAINED EARNINGS



<TABLE>
<CAPTION>
                                                                         Years Ended March 31,

                                                   2001              2000             1999           1998           1997
                                               --------------    -------------     -----------    -----------    -----------

<S>                                             <C>              <C>             <C>            <C>            <C>
Net sales                                       $  1,182,608     $  3,456,167    $ 13,544,551   $ 15,443,432   $ 18,718,113
Cost of goods sold                                   762,893        4,498,301       8,005,084      9,152,641     12,211,623
                                               --------------    -------------     -----------    -----------    -----------


Gross profit (loss)                                  419,715       (1,042,134)      5,539,467      6,290,791      6,506,490
                                               --------------    -------------     -----------    -----------    -----------

Operating Expenses:
Selling and shipping expenses                        525,993        1,267,535       2,449,563      2,434,547      3,163,863
Administrative and general expenses                1,870,166        3,593,814       4,121,929      5,742,427      5,183,082
                                               --------------    -------------     -----------    -----------    -----------

Total operating expenses                           2,396,159        4,861,349       6,571,492      8,176,974      8,346,945
                                               --------------    -------------     -----------    -----------    -----------

Other (income) expenses:
Interest expense                                     554,387          617,537         714,619        702,128      1,072,107
Other expense (income)                              (219,994)        (169,280)     (1,789,587)       (10,627)      (231,620)
                                               --------------    -------------     -----------    -----------    -----------

Total other (income) expenses                        334,393          448,257      (1,074,968)       691,501        840,487
                                               --------------    -------------     -----------    -----------    -----------

Total expenses                                     2,730,552        5,309,606       5,496,524      8,868,475      9,187,432
                                               --------------    -------------     -----------    -----------    -----------

Net income (loss) before income taxes             (2,310,837)      (6,351,740)         42,943     (2,577,684)    (2,680,942)
Provision (benefit) for income taxes                       0                0               0              0              0
                                               --------------    -------------     -----------    -----------    -----------

Net income (loss)                              $  (2,310,837)    $ (6,351,740)   $     42,943   $ (2,577,684)  $ (2,680,942)
                                               ==============    =============     ===========    ===========    ===========


PRO FORMA DATA:
Historical income (loss) before income taxes   $  (2,310,837)    $ (6,351,740)   $     42,943   $ (2,577,684)  $ (2,680,942)
Proforma income tax (provision) benefit        $           0     $          0    $          0   $          0   $          0
                                               --------------    -------------     -----------    -----------    -----------

Proforma net income (loss)                     $  (2,310,837)    $ (6,351,740)   $     42,943   $ (2,577,684)  $ (2,680,942)
                                               --------------    -------------     -----------    -----------    -----------

Proforma net income (loss) per share           $       (0.30)    $      (0.92)   $       0.01   $      (0.39)  $      (0.41)
                                               --------------    -------------     -----------    -----------    -----------

Proforma weighted average common shares
    outstanding                                    7,727,109        6,936,066       6,909,292      6,627,697      6,589,068
                                               ==============    =============     ===========    ===========    ===========


BALANCE SHEET DATA:
Working capital                                $  (6,916,764)    $ (4,501,895)   $    894,758   $  1,131,155   $  2,829,897
                                               ==============    =============     ===========    ===========    ===========

Total assets                                   $   6,055,179     $  7,220,733    $ 13,627,151   $ 15,329,159   $ 16,728,304
                                               ==============    =============     ===========    ===========    ===========

Long term debt                                 $   4,309,950     $  5,668,126    $  5,653,510   $  6,105,477   $  5,601,516
                                               ==============    =============     ===========    ===========    ===========

Stockholders' equity (deficiency)              $  (5,316,976)    $ (3,804,138)   $  2,184,823   $  2,141,880   $  4,400,674
                                               ==============    =============     ===========    ===========    ===========
</TABLE>


<PAGE>



         The proforma data above is provided for  information  purposes only, to
reflect the effects of federal and state  income  taxes had the Company had been
taxed as a C corporation rather than an S corporation, since April 1, 1994.

ITEM 7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

         Management's discussion and analysis should be read in conjunction with
the Company's financial statements and the notes thereto.

RESULTS OF OPERATIONS

         The following  table sets forth  operating  results (as a percentage of
net sales) for the periods indicated.


                                                   Years Ended March 31,
                                              2001          2000         1999
                                              ----          ----         ----

    Net sales                                 100.0%       100.0%        100.0%
    Cost of sales                             130.2         59.1          59.3
    Gross profit (loss)                       (30.2)        40.9          40.7
    Selling and shipping expense               36.7         18.1          15.3
    Administrative and general expense        104.0         30.4          37.6
    Loss from operations                     (170.8)        (7.6)        (12.2)
    Interest expense                           17.9          5.3           4.5
    Other (income)                             (4.9)       (13.2)         (0.1)
    Net income (loss) before taxes           (183.8)         0.0%        (16.7)%


FISCAL YEAR ENDED MARCH 31, 2001 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2000

         Net Sales. Net sales decreased 65.8% to $1,182,608 in fiscal year 2001,
compared  to  $3,456,167  in  fiscal  year  2000,  a  decrease  of   $2,273,559.
Approximately  $7,395,000  of  this  decrease  is  attributable  to the  loss of
business  from Circuit City,  which had  previously  been the Company's  largest
customer.  Net sales to Circuit City during fiscal year 2000 were  approximately
$270,000,  or 7.8% of the total  annual  net sales of  $3,456,167.  Net sales to
Circuit City during fiscal year 1999 were approximately  $7,125,000, or 52.6% of
the  total  annual  net  sales  of  $13,544,551.   The  remaining   decrease  is
attributable  to the effects of continued  lower pricing by the Company's  major
competitors,  combined with an industry wide reduction in the sale of batteries.
The technological  improvements and quality of batteries,  particularly  Lithium
Ion batteies,  has reduced the number of replacement  batteries  being sold. The
Company is  actively  exploring  ways to replace  this  reduction  in net sales,
including  alternative  channels  of  distribution  and new  product  offerings,
however, no assurance can be given that the Company will be able to do so.

         If the Company is not able to  substantially  replace its lost revenues
by approximately  July 31, 2001, the Company projects that the resultant serious
cash flow  deficiencies may impact the Company's  ability to continue as a going
concern.  See the  Liquidity  and  Capital  Resources  section  of  Management's
Discussion  and Analysis of Financial  Condition and Results of Operations for a
more complete discussion of this issue.

         Gross  Profit.  Gross profit  decreased by  $6,581,601,  resulting in a
gross loss of $1,042,134  for the fiscal year ended March 31, 2001 compared with
a gross profit of $5,539,467 in fiscal year 2000.  This decrease was impacted by
a  non-recurring  reduction of the carrying value of the Company's  inventory to
the lower of cost or market of approximately  $2,300,000 during fiscal 2001. The
reduction in valuation was  necessitated by the significant loss in the customer
base to whom these products could be sold to,  combined with the rapid change in
wireless technology from analog to digital services, thus impacting the value of
the Company's  remaining  stock of inventory  supporting  analog  handsets.  The
remaining  decrease in gross  profit is primarily a result of the decline in net
sales  described  above.  After  giving  effect to the  Company's  non-recurring
reduction in the carrying value of its  inventory,  gross profit as a percentage
of net  sales  was  approximately  36.4%  in  fiscal  year  2001  compared  with
approximately 40.9% in fiscal year 2000. The decrease is primarily  attributable
to the effects of continued lower pricing by the Company's major competitors.

         Selling and Shipping Expense. Selling and Shipping expense decreased by
$741,542,  or 58.5%,  to $525,993 in fiscal year 2001 from  $1,267,535 in fiscal
year  2000.  The  decrease  in  selling  and  shipping   expenses  is  primarily
attributable  to  lower  costs  of  shipping,  warehousing,  freight  and  sales
commissions associated with the decreased sales volume described above.

         Administrative and General Expense.  Administrative and general expense
decreased  by  $1,723,648,  or 48.0%,  to  $1,870,166  in fiscal  year 2001 from
$3,593,814  in fiscal year 2000.  The  decrease is primarily  attributable  to a
reduction in personnel and salaries of existing personnel during the fiscal year
2001 as part of the Company's efforts to reduce expenses.

         Interest  Expense.  The  Company  had  interest  expense of $554,387 in
fiscal year 2001  compared to  $617,537  in fiscal  year 2000.  The  decrease is
primarily  a result of the  Company  not having  available  the use of a line of
credit  facility  since  May 12,  1999.  The  Company  is  attempting  to find a
replacement  credit  facility,  but no assurances  can be given that the Company
will be able to do so.

         Other Income.  Other income  decreased to $169,280 for fiscal year 2001
compared  to  $1,789,587  in  fiscal  year  2000.   The  decrease  is  primarily
attributable  to  approximately  $1,675,000 in royalty income received in fiscal
year 1999 as a result of the Company  granting to ORA Electronics  (UK) Limited,
an unaffiliated  company, an exclusive  royalty-free right to use certain of the
Company's  trademarks,  including  the  "ORA"  name,  in  perpetuity  worldwide,
excepting  North,  Central and South America.  The royalty income  received from
this transaction was considered non-recurring.

         Income Taxes.  The Company has made no provision for income taxes as it
has a history of net losses, which has resulted in tax loss  carry-forwards.  At
March  31,  2001,   the  Company  had  available   federal  net  operating  loss
carry-forwards of approximately  $9,163,000,  which expire in 2012 through 2014,
and state net operating loss carry-forwards of approximately  $2,749,000,  which
expire in 2002 through 2004.

FISCAL YEAR ENDED MARCH 31, 2000 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1999

         Net Sales. Net sales decreased 74.5% to $3,456,167 in fiscal year 2000,
compared  to  $13,544,551  in fiscal  year  1999,  a  decrease  of  $10,088,384.
Approximately  $7,395,000  of  this  decrease  is  attributable  to the  loss of
business  from Circuit City,  which had  previously  been the Company's  largest
customer.  Net sales to Circuit City during fiscal year 2000 were  approximately
$270,000,  or 7.8% of the total  annual  net sales of  $3,456,167.  Net sales to
Circuit City during fiscal year 1999 were approximately  $7,125,000, or 52.6% of
the  total  annual  net  sales  of  $13,544,551.   The  remaining   decrease  is
attributable  to the effects of continued  lower pricing by the Company's  major
competitors,  combined with an industry wide reduction in the sale of batteries.
The technological  improvements and quality of batteries,  particularly  Lithium
Ion batteies,  has reduced the number of replacement  batteries  being sold. The
Company is  actively  exploring  ways to replace  this  reduction  in net sales,
including  alternative  channels  of  distribution  and new  product  offerings,
however, no assurance can be given that the Company will be able to do so.

         If the Company is not able to  substantially  replace its lost revenues
by approximately  July 31, 2000, the Company projects that the resultant serious
cash flow  deficiencies may impact the Company's  ability to continue as a going
concern.  See the  Liquidity  and  Capital  Resources  section  of  Management's
Discussion  and Analysis of Financial  Condition and Results of Operations for a
more complete discussion of this issue.

         Gross  Profit.  Gross profit  decreased by  $6,581,601,  resulting in a
gross loss of $1,042,134  for the fiscal year ended March 31, 2000 compared with
a gross profit of $5,539,467 in fiscal year 1999.  This decrease was impacted by
a  non-recurring  reduction of the carrying value of the Company's  inventory to
the lower of cost or market of approximately  $2,300,000 during fiscal 2000. The
reduction in valuation was  necessitated by the significant loss in the customer
base to whom these products could be sold to,  combined with the rapid change in
wireless technology from analog to digital services, thus impacting the value of
the Company's  remaining  stock of inventory  supporting  analog  handsets.  The
remaining  decrease in gross  profit is primarily a result of the decline in net
sales  described  above.  After  giving  effect to the  Company's  non-recurring
reduction in the carrying value of its  inventory,  gross profit as a percentage
of net  sales  was  approximately  36.4%  in  fiscal  year  2000  compared  with
approximately 40.9% in fiscal year 1999. The decrease is primarily  attributable
to the effects of continued lower pricing by the Company's major competitors.

         Selling and Shipping Expense. Selling and Shipping expense decreased by
$1,182,028, or 48.3%, to $1,267,535 in fiscal year 2000 from $2,449,563 in
fiscal year 1999. The decrease in selling and shipping expenses is primarily
attributable to lower costs of shipping, warehousing, freight and sales
commissions associated with the decreased sales volume described above.

         Administrative and General Expense.  Administrative and general expense
decreased  by  $528,115,  or  12.8%,  to  $3,593,814  in  fiscal  year 2000 from
$4,121,929  in fiscal year 1999.  The  decrease is primarily  attributable  to a
reduction in personnel and salaries of existing personnel during the fiscal year
2000 as part of the Company's efforts to reduce expenses.

         Interest  Expense.  The  Company  had  interest  expense of $617,537 in
fiscal year 2000  compared to  $714,619  in fiscal  year 1999.  The  decrease is
primarily  a result of the  Company  not having  available  the use of a line of
credit  facility  since  May 12,  1999.  The  Company  is  attempting  to find a
replacement  credit  facility,  but no assurances  can be given that the Company
will be able to do so.

         Other Income.  Other income  decreased to $169,280 for fiscal year 2000
compared  to  $1,789,587  in  fiscal  year  1999.   The  decrease  is  primarily
attributable  to  approximately  $1,675,000 in royalty income received in fiscal
year 1999 as a result of the Company  granting to ORA Electronics  (UK) Limited,
an unaffiliated  company, an exclusive  royalty-free right to use certain of the
Company's  trademarks,  including  the  "ORA"  name,  in  perpetuity  worldwide,
excepting  North,  Central and South America.  The royalty income  received from
this transaction was considered non-recurring.

         Income Taxes.  The Company has made no provision for income taxes as it
has a history of net losses, which has resulted in tax loss  carry-forwards.  At
March  31,  2000,   the  Company  had  available   federal  net  operating  loss
carry-forwards of approximately  $9,163,000,  which expire in 2012 through 2014,
and state net operating loss carry-forwards of approximately  $2,749,000,  which
expire in 2002 through 2004.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's  primary cash  requirements  are to fund working  capital
needs, primarily accounts receivable and inventories.  Historically, the Company
has satisfied these working capital  requirements  principally through cash flow
from operations and bank borrowings.

         At  March  31,  2001,  the  Company  had  $102,202  in  cash  and  cash
equivalents with a working capital deficit of $6,916,764, contrasted to $398,493
in cash and cash  equivalents  with a working  capital  deficit of $4,501,895 at
March 31, 2000.  Net cash used in operating  activities  was  $3,754,683 for the
fiscal  year ended  March 31,  2001,  compared  with net cash used in  operating
activities of $588,860 for the fiscal year ended March 31, 2000. The decrease in
cash and cash  equivalents  of  approximately  $296,291 is primarily  due to the
rapid  deterioration  of the business  activities  of the  Company,  including a
significant  decline  in  net  sales  and a  write  down  of  its  inventory  by
approximately  $2,300,000 to reflect its value at the lower of cost or market at
March 31, 2000.

         On April 7, 1997,  the Company had secured a $5,000,000  line of credit
from FINOVA Capital  Corporation  ("FINOVA").  The line of credit  facility with
FINOVA  was  secured  by  all  inventory,  equipment,  accounts  receivable  and
intellectual  property. The initial term of the line of credit was for two years
with  provisions  for  automatic  renewals  thereafter  in one year  increments.
Borrowings  incurred  interest at 1% above the reference rate of Citibank,  N.A.
and there was an unused line fee of 0.5%.  The Company's  funds were swept daily
and capital was made available based on 70% of eligible accounts  receivable and
35% of eligible inventory.  In January, 1999, the Company was notified by FINOVA
that its  revolving  line of credit  would not be extended  after its  scheduled
expiration  date of April 4, 1999. On May 12, 1999,  the entire balance owing at
that date was paid and the relationship with FINOVA was terminated.

         On July 27, 1999,  the Company  secured a $1,200,000  revolving  credit
facility to be used for general working capital  purposes.  The credit agreement
allowed the Company to borrow funds at Citibank N.A.'s reference rate plus 2.5%,
based on an 80% advance rate on eligible trade accounts receivable.  There was a
monthly  collateral  monitoring  fee of .25% based on the average trade accounts
receivable  during the month. On September 27, 1999, Celtic Capital withdrew the
credit facility, citing the significant deterioration in the Company's business.
No borrowings were made from the credit  facility.  The Company is attempting to
find a replacement  credit  facility,  but no  assurances  can be given that the
Company will be able to do so.

         The Company believes that available cash, cash flow from operations and
any  borrowings  that  might  be made  available  through  a yet to be  obtained
replacement  credit facility,  may not be sufficient to meet operating needs and
capital expenditure requirements in the immediate future.

         The Company has incurred operating losses of $1,976,444, $5,903,483 and
$1,032,025   in  the  fiscal  years  ended  March  31,  2001,   2000  and  1999,
respectively.  For several  years the  company's  major  competitors,  many with
greater resources,  have aggressively lowered their selling prices in an attempt
to increase  market  share.  Although  the company  has  benefited  from its own
internal  cost  reduction  programs,  the  effects  of  lower  pricing  by major
competitors has more than offset the company's cost reductions.

         The Company's  management team, has been developing a broad operational
and financial  restructuring  plan. The plan,  which is designed to leverage the
company's brand, distribution and technology strengths, includes reducing costs,
disposition of certain assets,  focusing on development of alternative  channels
of  distribution  and  capitalizing  on  the  company's  patented  technologies.
Restructuring costs must be incurred to implement the plan.

         Going  forward,  significant  cash  flow  will  be  needed  to pay  the
restructuring  costs to implement the proposed  business plan and to fund losses
until the company has  returned to  profitability.  While there is no  assurance
that funding will be available to execute the plan, the company is continuing to
seek  financing to support its  turnaround  efforts and is exploring a number of
alternatives in this regard.

         The company's  independent  public  accountants  have included a "going
concern"  emphasis  paragraph in their audit reports  accompanying the March 31,
2001 and March 31, 2000  financial  statements.  The  paragraph  states that the
company's recurring losses and its inability to secure working capital financing
raise  substantial  doubt  about the  company's  ability to  continue as a going
concern and cautions  that the financial  statements do not include  adjustments
that might result from the outcome of this uncertainty.

         Existing cash flow is not expected to be sufficient to cover  liquidity
requirements  after  July 31,  2001,  and the  company is  currently  facing the
prospect of not having  adequate funds to operate its business.  There can be no
assurance that an affordable  working capital credit facility can be arranged or
that any long-term  restructuring  alternative can be successfully  initiated or
implemented  by July 31,  2001,  in which case the company may be  compelled  to
pursue  a  bankruptcy  filing  in the  absence  of a  proposed  or  pre-approved
financial restructuring.

         Subsequent  to  fiscal  year end March 31,  2000,  pursuant  to a Stock
Purchase  Agreement  dated May 23,  2000,  Mrs.  Ruth  Cooper,  a  director  and
beneficial  owner of 4,982,600  shares of the  Registrants  common  stock,  sold
3,982,000 shares of such common stock to SATX, Inc.  ("SATX").  As of such date,
SATX owns  approximately  56% of the issued and outstanding  common stock of the
Registrant. See Note 18 to the Financial Statements for further details.

         On December 23, 1996,  the Company  obtained a $1,000,000  loan from an
unrelated  third  party which was used to pay the  initial  required  $1,000,000
reduction on its then  existing  credit  facility.  Such  $1,000,000  loan bears
interest at 8% per annum and all  principal and interest is due and payable upon
maturity on December 31, 2001.  At March 31, 2001,  the balance of principal and
accrued interest was $1,405,858.

         The loan from the Aid Association for Lutherans ("AAL") obtained by the
Company to purchase its headquarters  and  distribution  facility in Chatsworth,
California is, by its terms, callable by AAL upon six months notice. As of March
31, 2001, the outstanding  principal  balance of such loan was $4,370,010.  Such
loan bears  interest at 9.875% per year, is payable in monthly  installments  of
$43,418,  representing both principal and interest, matures in February 2019 and
is secured by the real property on which the facility is located.

         Net cash  provided by investing  activities of $686,952 for fiscal year
2000 is primarily attributed to approximately  $341,000 received as repayment of
loans receivable from officer,  and the exercise of approximately  207,000 stock
options which had previously been issued to the Company's former interim CEO.

         Net cash used in financing  activities  of  $1,507,539  for fiscal year
2000 principally  reflects  repayments on the Company's then existing  revolving
line of credit of  approximately  $947,000 and  repayments  of long term debt of
approximately $561,000.

         Subsequent  to  fiscal  year end March 31,  2000,  pursuant  to a Stock
Purchase  Agreement  dated May 23,  2000,  Mrs.  Ruth  Cooper,  a  director  and
beneficial  owner of 4,982,600  shares of the  Registrants  common  stock,  sold
3,982,000 shares of such common stock to SATX, Inc.  ("SATX").  As of such date,
SATX owns  approximately  56% of the issued and outstanding  common stock of the
Registrant.  In  consideration  for the sale of her  3,982,600  shares of common
stock,  SATX paid to Mrs.  Cooper  $150,000 in cash,  $23,185  payable in twelve
monthly  installments,  400,000  shares of SATX  common  stock and  assumed  the
liability for a promissory note owed to ORA Electronics,  Inc. by Mrs. Cooper in
the amount of $299,347.

         Officer loans receivable of $298,097,  at March 31, 2000,  consisted of
one note for $243,982  plus  accrued  interest of $54,115,  bearing  interest at
5.05%.  Repayment  liability for the  promissory  note,  due March 31, 2001, was
assumed by SATX,  Inc.  ("SATX") in  connection  with its purchase of a majority
interest in the common stock of the Company. On July 10, 2000, SATX paid a total
of $302,284 to the Company,  which  represented  $243,982  principal and $58,302
accrued interest through that date, in full satisfaction of the note.

         Management  believes  that,  despite the financial  hurdles and funding
uncertainties  going forward,  it has under development a business plan that, if
successfully  funded and  executed  as part of a  financial  restructuring,  can
significantly  improve operating results.  The support of the Company's vendors,
customers, potential lenders, stockholders and employees will continue to be key
to the Company's future success.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June  1997,  the FASB  issued  SFAS  130,  "Reporting  Comprehensive
Income"  ("SFAS 130")  effective for fiscal years  beginning  after December 15,
1997.  The new rules  establish  standards  for the  reporting of  comprehensive
income and its components in financial statements. Comprehensive income consists
of net income and other gains and losses  affecting  stockholders'  equity that,
under generally accepted  accounting  principles,  are excluded from net income,
such as unrealized gains and losses on investments  available for sale,  foreign
currency translation gains and losses and minimum pension liability. The Company
has  adopted  the  provisions  of SFAS 130 as of April 1, 1998.  For all periods
presented in this Annual Report, there was no comprehensive income.

         In June 1997, the FASB issued SFAS 131,  "Disclosures about Segments of
an Enterprise and Related Information",  ("SFAS 131") effective for fiscal years
beginning after December 15, 1997. The new rules establish revised standards for
public  companies  relating  to  the  reporting  of  financial  and  descriptive
information about their operating segments in financial statements.  SFAS 131 is
effective for the Company in fiscal 1999.  The Company  currently  evaluates its
operations as one segment.

YEAR 2000 ISSUE

         Many  computer  systems  and other  equipment  with  embedded  chips or
processors  in use today were designed and  developed  using two digits,  rather
than four,  to specify the year.  As a result,  such systems will  recognize the
Year 2000 as "00" and may assume that the year is 1900 rather than 2000. This is
commonly  known as the Year 2000  issue,  which  could  potentially  result in a
system  failure  or  in  miscalculations   causing  disruptions  of  operations,
including  among other things,  a temporary  inability to process  transactions,
send invoices or engage in other similar normal business activities. The Company
has been informed that the portion of the Company's  computer  software  systems
relating to the general ledger,  payroll and other employee records is presently
Year 2000  compliant.  To date,  the Company has not  experienced  any  problems
relating to these systems.

         The Company is in the process of evaluating the potential cost to it in
addressing  the Year 2000  issue  with  respect  to its other  software  and the
potential  consequences of an incomplete or untimely resolution of the Year 2000
issue. Due to the serious deterioration of the Company's operating  performance,
and its related  effect on cash  flows,  the Company has not been able to afford
the conversion and  implementation of new Year 2000 compliant software for those
systems that the Company is aware require such replacement. Instead, the Company
has elected to design workarounds to its present  non-compliant  software in the
hopes that  essential  information  needed to manage the  business and to report
results on a timely basis will continue to be available.  So far, since December
31, 1999, the Company has not experienced  significant operational failures with
the non-compliant  systems.  However, there can be no assurance that its systems
will  continue to operate and that the Company's  failure to adequately  address
the Year 2000 issue will not have a material adverse effect upon the Company.

         The Company does not conduct any of its purchase  transactions  through
computer systems that interface  directly with suppliers.  However,  the Company
has completed a formal assessment of its significant  suppliers to determine the
extent to which the Company  would be  vulnerable if those third parties fail to
remedy Year 2000 issues.  To date,  the Company has received  written  responses
from most of its suppliers.  The Company has evaluated  these  responses and has
determined that all critical suppliers have prepared for the Year 2000.

         The Company  currently has no material systems that interface  directly
with its  customers,  financial  institutions  or others  with whom it  conducts
business.  However,  if those  third  parties  with which the  Company  conducts
business are unsuccessful in implementing timely solutions,  the Year 2000 issue
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.

         The Company has reviewed each of its product  lines and has  determined
that its products will operate properly in the Year 2000 and beyond.

         Since it is not possible to anticipate all future outcomes,  especially
when third  parties  are  involved,  there could be  circumstances  in which the
Company is adversely  affected by Year 2000  problems.  As of July 14, 2000, the
Company has not  experienced  any  significant  Year 2000 issues relating to the
procurement,  sales or support of the Company's  products.  The Company believes
that it may take several  more months to determine  the impact of the Year 2000,
if any, on its customers or suppliers.



FORWARD LOOKING INFORMATION

         This Annual  Report on Form 10-K  contains  forward-looking  statements
within the meaning of that term in the Private Securities  Litigation Reform Act
of 1995  (Section  27A of the  Securities  Act of 1933  and  Section  21E of the
Securities  Exchange Act of 1934).  Additional  written or oral  forward-looking
statements  may be made by the Company  from time to time,  in filings  with the
Securities  Exchange Commission or otherwise.  Statements  contained herein that
are not historical  facts are  forward-looking  statements  made pursuant to the
safe harbor  provisions  referenced  above.  The matters  discussed  herein with
respect to the  anticipated  growth of the wireless  telephone  industry and the
development of new wireless communications technologies, the introduction of new
products by the Company,  the Company's  ability to penetrate  new  distribution
channels,  the  Company's  ability to  restructure  its existing  business,  the
Company's ability to replace business from lost customers,  future sales levels,
costs  associated  with a new management  information  system,  compliance  with
financial  covenants in loan agreements,  the Company's ability to secure future
financing  and the  potential  outcome of any pending  litigation  involving the
Company, among others, are forward looking statements. In addition, when used in
this discussion,  the words  "anticipates,"  "expects,"  "intends,"  "plans" and
variations   thereof  and   similar   expressions   are   intended  to  identify
forward-looking statements.

         Forward-looking   statements  are  inherently   subject  to  risks  and
uncertainties,  some of which cannot be predicted or quantified based on current
expectations.  Consequently,  future  events and  actual  results  could  differ
materially  from  those  set  forth  in,  contemplated  by,  or  underlying  the
forward-looking  statements contained in this Annual Report.  Statements in this
Annual  Report,  particularly  in "Item 1.  Business",  the  Notes to  Financial
Statements  and "Item 7.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations,"  describe certain  factors,  among others,
that could  contribute  to or cause such  differences.  Other factors that could
contribute  to or  cause  such  differences  include,  but are not  limited  to,
unanticipated  developments  in any  one or  more of the  following  areas:  the
receptivity of consumers to new consumer electronics technologies,  the rate and
consumer acceptance of new product  introductions,  competition,  the number and
nature of  customers  and  their  product  orders,  timely  replacement  of lost
customers, pricing, foreign manufacturing, sourcing and sales (including foreign
government  regulation,  trade  and  importation  concerns  and  fluctuation  in
exchange  rates),  borrowing  costs,  the receptivity in the market place of the
Company's  restructuring efforts,  changes in taxes due to changes in the mix of
U.S. and non U.S. revenue, pending or threatened litigation, the availability of
key  personnel and other risk factors which may be detailed from time to time in
the Company's Securities and Exchange Commission filings.

         Readers   are   cautioned   not  to  place   undue   reliance   on  any
forward-looking  statements  contained  herein,  which speak only as of the date
hereof.  The Company  undertakes no obligation to publicly release the result of
any revisions to these  forward-looking  statements  that may be made to reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unexpected events.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See "Index to Financial  Statements" at Item 14(a) for a listing of the
financial statements and supplementary data submitted as part of this report.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

         None.

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The  information  required  by  this  item  will  be  contained  in the
Company's  Proxy  Statement for its Annual  Shareholders  Meeting  scheduled for
October 25, 2001, to be filed with the Securities and Exchange Commission within
120 days after March 31, 2001, and is incorporated herein by reference.

ITEM 11 - EXECUTIVE COMPENSATION

         The  information  required  by  this  item  will  be  contained  in the
Company's  Proxy  Statement for its Annual  Shareholders  Meeting  scheduled for
October 25, 2001, to be filed with the Securities and Exchange Commission within
120 days after March 31, 2001, and is incorporated herein by reference.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  information  required  by  this  item  will  be  contained  in the
Company's  Proxy  Statement for its Annual  Shareholders  Meeting  scheduled for
October 25, 2001, to be filed with the Securities and Exchange Commission within
120 days after March 31, 2001, and is incorporated herein by reference.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  required  by  this  item  will  be  contained  in the
Company's  Proxy  Statement for its Annual  Shareholders  Meeting  scheduled for
October 25, 2001, to be filed with the Securities and Exchange Commission within
120 days after March 31, 2001, and is incorporated herein by reference.



<PAGE>


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      The following documents are filed as a part of this Report:

(1)      Financial Statements:

               Report of Independent Auditors

               Balance Sheets at March 31, 2001 and 2000

               Statements of Operations for the Twelve-Month Periods Ended March
               31, 2001, 2000 and 1999

               Statements of Stockholders'  Equity for the Twelve-Month  Periods
               Ended March 31, 2001 and 2000

               Statements of Cash Flows for the Twelve-Month Periods Ended March
               31, 2001, 2000 and 1999

               Notes to Financial Statements

(2)      Financial Statement Schedules:

               The  schedules  specified  under  Regulation  S-X are  either not
               applicable or immaterial  to the Company's  financial  statements
               for each of the three years in the period ended March 31, 2001.

(3)      Exhibits:

               The  Exhibits  listed  on  the  accompanying  Index  to  Exhibits
               immediately following the financial statement schedules are filed
               as part of, or incorporated by reference into, this Report.

         Exhibit No.                                 Description

         2.1          Plan  of   Reorganization  of  North  American  Energy  of
                      Delaware, Inc. (1)

         2.2          Agreement  and Plan of  Merger  between  ORA  Electronics,
                      Inc., a Delaware corporation, and North American Energy of
                      Delaware, Inc., a Delaware corporation. (2)

         3.1          Restated  Certificate of Incorporation of ORA Electronics,
                      Inc, (2)

         3.2          Bylaws of ORA Electronics, Inc. (2)

         4.1          Specimen Common Stock Certificate of ORA Electronics, Inc.
                      (2)

         4.2          Specimen Class A Warrant Certificate. (2)

         4.3          Specimen Class B Warrant Certificate. (2)

         4.4          Specimen Class C Warrant Certificate. (2)

         4.5          Specimen Class D Warrant Certificate. (2)

         4.6          Warrant  Agreement  between the  Company  and  Continental
                      Stock  Transfer & Trust  Company  (the  "Warrant  Agent"),
                      dated as of December 20, 1996, (2)

         4.7          Letter  Agreement,  dated June 10,  1997,  from  Sheppard,
                      Mullin, Richter & Hampton LLP to the Warrant Agent. (4)

         10.1         Loan and Security  Agreement,  dated April 4, 1997, by and
                      between  the  Company  and  FINOVA   Capital   Corporation
                      ("FINOVA"). (4)

         l0.2         Amendment to Loan Agreement,  dated April 4, 1997, between
                      the Company and FINOVA. (4)

         10.3         Collateral   Assignment,   Patent  Mortgage  and  Security
                      Agreement,  dated as of April 4, 1997,  by and between the
                      Company and FINOVA. (4)

         10.4         Waiver and Second Amendment to Loan Agreement,  dated June
                      26, 1997, between the Company and FINOVA. (4)

         10.5         Waiver  and  Third  Amendment  to  Loan  Agreement,  dated
                      November 13, 1997, between the Company and FINOVA. (5)

         10.6         Waiver  and  Fourth  Amendment  to Loan  Agreement,  dated
                      February 11, 1998 between the Company and FINOVA. (7)

         10.7         Waiver and Fifth Amendment to Loan Agreement,  dated March
                      27, 1998, between the Company and FINOVA. (8)

         10.8         Second Deed of  Amendment,  by and between the Company and
                      ORA Electronics (UK) Limited ("ORA UK"), dated as of April
                      1, 1998. (7)

         10.9         Distribution  Agreement,  by and between Alliance Research
                      Corporation (predecessor to the Registrant) and Contactace
                      Limited (doing business as ORA UK), dated as of 1990. (7)

         10.10        Form of Indemnification Agreement. (3)

         10.11        Employment  Agreement dated as of December 19, 1996 by and
                      between the Company and Gershon N. Cooper. (3)

         10.12        Amended and Restated  Promissory  Note dated  December 17,
                      1996, made by Gershon,  Cooper and Ruth Cooper in favor of
                      the Company. (3)

         10.13        Promissory Note dated December 6, 1996, made by Gershon N.
                      Cooper and Ruth Cooper in favor of the Company. (3)

         10.14        Amended and Restated  Commercial Credit Agreement dated as
                      of December 31, 1996, by and among Sanwa Bank  California,
                      the Company, Gershon N. Cooper, Ruth Cooper and the Cooper
                      Living Trust. (3)

         10.15        Amended  and  Restated  Security  Agreement  dated  as  of
                      December  31,  1996,  by and between the Company and Sanwa
                      Bank California. (3)

         10.16        Secured Promissory Note dated as of February 1, 1989, made
                      by the  Company  in  favor  of  the  Aid  Association  for
                      Lutherans. (3)

         10.17        Promissory Note dated as of December 23, 1996, made by the
                      Company in favor of General Funding Corporation. (3)

         10.18        ORA Electronics, Inc. 1996 Stock Plan. (3)

         10.19        Form of ORA  Electronics,  Inc.,  1996  Stock  Plan  Stock
                      Option Grant Agreement. (3)

         10.20        Form of ORA Electronics, Inc. Non-Employee Directors Stock
                      Option Plan. (3)

         10.21        Form of ORA Electronics, Inc. Non-Employee Directors Stock
                      Option Agreement. (3)

         11           Statement re: Computation of Earnings Per Share.

         23.1         Independent Auditors' Consent of Richard & Hedrick.

         27           Financial Data Schedule.

         99.1         Letter  Agreement  dated  December  19,  1996  between the
                      Company and DLS Financial Services, Inc. (3)

         99.2         Registration  Rights  Agreement,  dated as of December 20,
                      1996,  between the Company  and The Cooper  Family  Living
                      Trust. (3)

         99.3         Settlement  Agreement  and Mutual  General  Release  dated
                      March  2,  1998,   between  the   Registrant  and  Telular
                      Corporation. (6)

-----------------------

         (1)     Incorporated by reference from the Form 8-K/A filed on December
                 20,  1996,  by  North  American   Energy  of  Delaware,   Inc.,
                 predecessor to the Registrant.

         (2)     Incorporated by reference from the Registrant's  Form 8-K filed
                 on December 20, 1996.

         (3)     Incorporated by reference from the Registrant's Form 10-Q filed
                 on February 14, 1997.

         (4)     Incorporated by reference from the Registrant's Form 10-K filed
                 on June 30, 1997.

         (5)     Incorporated by reference from the Registrant's Form 10-Q filed
                 on February 14, 1998.

         (6)     Incorporated by reference from the Registrant's  Form 8-K filed
                 on March 3, 1998.

         (7)     Incorporated by reference from the Registrant's  Form 8-K filed
                 on April 17, 1998.

         (8)     Incorporated by reference from the Registrant's Form 10-K filed
                 on June 29, 1998.

(b)      Reports on Form 8-K:

         No  reports  on Form 8-K were  filed by the  Company  during the fiscal
         Quarter ended March 31, 2001.




<PAGE>



                              ORA ELECTRONICS, INC.

                          INDEX TO FINANCIAL STATEMENTS


INDEPENDENT AUDITORS' REPORT (Richard & Hedrick)

FINANCIAL STATEMENTS:

     Balance Sheets at March 31, 2001 and 2000.

     Statements of Operations for the Twelve-Month  periods ended
     March 31, 2001, 2000 and 1999.

     Statements  of  Stockholders'  Equity  for the  Twelve-Month
     periods ended March 31, 2001 and 2000.

     Statements of Cash Flows for the Twelve-Month  periods ended
     March 31, 2001, 2000 and 19998.

     Notes to Financial Statements.



<PAGE>


                        RICHARD & HEDRICK
      ACCOUNTANCY CORPORATION * CERTIFIED PUBLIC ACCOUNTANTS
                MEMBER OF AICPA * MEMBER OF CSCPA
            5857 UPLANDER WAY * CULVER CITY, CA 90230
              PHONE 310-348-4188 * FAX 310-348-4189

June 20, 2001

ORA Electronics, Inc.
Chatsworth, CA 91311

       To the Shareholders and the Board of Directors of ORA Electronics, Inc.:

       We have audited the accompanying balance sheets of ORA Electronics,  Inc.
as of  March  31,  2001  and  2000 and the  related  statements  of  operations,
stockholders'  equity and cash  flows for each of the three  years in the period
ended March 31, 2001. These financial  statements are the  responsibility of the
Corporation's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

       We conducted our audits in accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and  disclosures  in financial  statements.  An audit also  includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating an overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.

       In our  opinion,  the  financial  statements  referred  to above  present
fairly,  in all material  respects,  the financial  position of ORA Electronics,
Inc. as of March 31, 2001 and 2000 and the results of their operations and their
cash flows for each of the three years in the period  ended March 31,  2001,  in
conformity with generally accepted accounting principles.

       The accompanying  financial  statements have been prepared  assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 2 to the
financial statements,  the Company has suffered recurring losses from operations
and has not obtained a working  capital  line of credit that raises  substantial
doubt about the ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  described in Note 2. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


Richard & Hedrick
An Accountancy Corporation


<PAGE>


                              ORA ELECTRONICS, INC.
                                  BALANCE SHEET
                             March 31, 2001 and 2000

ASSETS                                                   2001          2000
------                                              -----------   -----------
Current assets:
Cash and cash equivalents (Note 5)                 $    102,202   $    398,493
Trade accounts receivable, less allowances for
     sales returns and doubtful accounts (Note 5)         8,442        214,939
Inventories (Notes 5 and 14)                             34,797        195,286
Prepaid expenses                                           --           12,552
                                                   ------------   ------------

         Total current assets                           145,441        821,270

Property and equipment, less accumulated
     depreciation (Note 7)                            5,636,503      5,814,784

Other assets:
Loan receivable, officer (Notes 6 and 18)                  --          298,097
Deferred expenses (Note 5)                              273,235        286,582
                                                   ------------   ------------

         Total assets                              $  6,055,179   $  7,220,733
                                                   ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt (Note 9)   $  1,499,499   $     84,870

   Trade payables                                     5,463,278      3,131,464
    Accrued interest (Notes 8 and 9)                     19,173         19,173
Other accounts payable and accrued expenses              80,255      2,087,658
                                                   ------------   ------------

         Total current liabilities                    7,062,205      5,323,165


Long-term debt (Note 9)                               4,309,950      5,701,706
                                                   ------------   ------------

         Total liabilities                         $ 11,372,155   $ 11,024,871
                                                   ============   ============

Commitments and contingencies (Note 12)

Stockholders' equity:
Preferred stock $.001 par value; authorized
     5,000,000 shares; none issued                         --             --

Common stock $.001 par value; authorized
     30,000,000 shares; reserved for options
     and warrants 2,607,489 shares and
     2,602,223 shares at March 31, 2001 and
     2000; issued and outstanding 8,518,152
     shares and 7,117,638 shares at March 31,
     2001 and 2000. (Note 3)                              8,518          7,118

Paid-in capital (Note 3)                              7,284,549      6,487,950
Retained (deficit)                                  (12,610,043)   (10,299,206)
                                                   ------------   ------------

         Total stockholders' equity                  (5,316,976)    (3,804,138)

         Total liabilities and stockholders'
                 equity                            $  6,055,179   $  7,220,733
                                                   ============   ============

              SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


<PAGE>


                              ORA ELECTRONICS, INC.
                             STATEMENT OF OPERATIONS
                FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999

                                           2001          2000           1999
                                       -----------   -----------   ------------

Net sales (Notes 4 & 10)               $ 1,181,608   $ 3,456,167   $ 13,544,551

Cost of goods sold                         762,893     4,498,301      8,005,084
                                       -----------   -----------   ------------

         Gross profit (loss)               419,715    (1,042,134)     5,539,467
                                       -----------   -----------   ------------

Operating expenses:
   Selling and shipping                    525,993     1,267,535      2,449,563
   Administrative and general            1,870,166     3,593,814      4,121,929
                                       -----------   -----------   ------------

Total operating expenses                 2,396,159     4,861,349      6,571,492
                                       -----------   -----------   ------------

Loss from operations                     1,976,444     5,903,483      1,032,025
Other (income) expenses:
   Interest expense                        554,387       617,537        714,619
   Interest/other income                  (219,994)     (169,280)    (1,789,587)
                                       -----------   -----------   ------------

         Total other
            (income) expenses              334,393       448,257     (1,074,968)
                                       -----------   -----------   ------------

Income (loss) before income taxes       (2,310,837)   (6,351,740)        42,943

Income tax (benefit) (Note 15)                   0             0              0
                                       -----------   -----------   ------------

         Net income (loss)             $(2,310,837)  $(6,351,740)  $     42,943
                                       ===========   ===========   ============

Earnings (loss) per share:
   Basic and diluted                   $     (0.30)  $     (0.92)  $       0.01

Number of shares used in the per
   share calculation:
   Basic and diluted                     7,727,109     6,936,066      6,909,292













               SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


<PAGE>


                              ORA ELECTRONICS, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                Common Stock
                             ---------------------------------------------
                                                        Number               Preferred  Paid-In      Retained    Stockholders'
                               Options     Warrants     of Shares   Amount    Stock     Capital     (Deficit)      Equity
                             ----------   ----------   ---------  --------  ---------  ----------  ------------   -----------

<S>                             <C>        <C>         <C>        <C>       <C>        <C>         <C>            <C>
Balance - March 31, 1999        170,980    2,428,422   6,909,959  $  6,910  $       0  $6,125,379  $ (3,947,466)  $ 2,184,823

Issuance of warrants                           2,821

Issuance of common shares                                207,679       207                362,572                     362,572

Net loss for the year
ended March 31, 2000                                                                                 (6,351,740)   (6,351,740)
                             ----------   ----------   ---------  --------  ---------  ----------  ------------   -----------

Balance - March 31, 2000        170,980    2,431,243   7,117,638  $  7,118  $       0  $6,487,951  $(10,299,206)  $(3,804,138)

Issuance of Warrants                           5,266

Issuance of common shares                              1,400,514     1,401                796,598                     797,999

Net loss for the year
ended  March 31, 2001                                                                                (2,310,837)   (2,310,837)
                             ----------   ----------   ---------  --------  ---------  ----------  ------------   -----------

Balance - March 31, 2001        170,980    2,436,509   8,518,152  $  8,518  $       0  $7,284,549  $(12,610,043)  $(5,316,976)
                             ==========   ==========   =========  ========  =========  ==========  ============   ===========
</TABLE>























               SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


<PAGE>


                              ORA ELECTRONICS, INC.
                             STATEMENT OF CASH FLOWS
                FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                      2001          2000          1999
                                                                  -----------   -----------   -----------
Cash flows from operating activities:
<S>                                                               <C>           <C>           <C>
    Net income (loss)                                             $(2,310,837)  $(6,351,740)  $    42,943
    Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities:
         Depreciation and amortization                                184,131       219,939       253,422
         Provision for losses and returns on accounts                (104,935)     (303,376)     (333,101)
         receivable
         Changes in assets and liabilities:
             Accounts receivable                                      311,206     2,295,286     1,229,988
             Inventories                                              160,489     2,370,387     2,061,578
             Federal tax refund                                          --            --            --
             Prepaid expenses                                          12,552        90,562       (28,839)
             Accounts payable, accrued interest and other
                accrued expenses                                   (2,007,289)    1,090,082    (1,089,137)
                                                                  -----------   -----------   -----------

                Net cash provided by (used in) operating
                    activities                                     (3,754,683)     (588,860)    2,136,854
                                                                  -----------   -----------   -----------

Cash flows from investing activities:
    Capital expenditures                                                5,850        12,468       (50,826)
    Loan receivable, officer                                          298,097       311,705       (29,969)
    Proceeds from issuance of stock                                   797,999       362,779             1
                                                                  -----------   -----------   -----------

             Net cash provided by (used in) investing activities    1,101,946       686,952       (80,794)

Cash flows from financing activities:
    Borrowing (repayment) of notes payable                          2,331,814      (946,775)     (409,072)
    Repayment of trust deed payable                                   (84,869)      (76,920)      (69,716)
    Issuance (repayment) of long-term debt                            109,502      (483,844)     (177,026)
                                                                  -----------   -----------   -----------

             Net cash provided by (used in) financing activities    2,356,447    (1,507,539)     (655,814)
                                                                  -----------   -----------   -----------

Net increase (decrease) in cash and cash equivalents                 (296,291)   (1,409,447)    1,400,246
Cash and cash equivalents at beginning of year                        398,493     1,807,940       407,694
                                                                  -----------   -----------   -----------

Cash and cash equivalents at end of year                          $   102,202   $   398,493   $ 1,807,940
                                                                  ===========   ===========   ===========

Supplemental disclosure of cash flow information:
    Interest paid                                                 $   554,387   $   518,052   $   622,758
                                                                  ===========   ===========   ===========

    Income taxes paid                                             $      --     $      --     $      --
                                                                  ===========   ===========   ===========
</TABLE>






               SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


<PAGE>


                                               ORA ELECTRONICS, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BUSINESS:

         ORA  Electronics,  Inc. (the  "Company") is a developer and supplier of
interface,  connectivity  solutions  and  peripheral  accessories  for  wireless
communication  devices.  The Company's products  supplement the effectiveness of
cellular telephones,  personal communications systems ("PCS"), pagers, computing
devices and Intelligent  transportation  Systems industry. The Company currently
carries  over 50  products  which are sold to over 40  customers  in the  United
States,  and throughout  North,  Central and South America.  Among the Company's
customers are major  retailers  such as OfficeMax and  Cablevision  Electronics,
service  providers  and  wireless  carriers,  original  equipment  manufacturers
("OEMs"), auto manufacturers, regional distributors and dealers.

NOTE 2 - FINANCIAL RESULTS AND LIQUIDITY

         The Company has incurred operating losses of $1,976,444, $5,903,483 and
$1,032,025   in  the  fiscal  years  ended  March  31,  2001,   2000  and  1999,
respectively.  For several  years the  company's  major  competitors,  many with
greater resources,  have aggressively lowered their selling prices in an attempt
to increase  market  share.  Although  the company  has  benefited  from its own
internal  cost  reduction  programs,  the  effects  of  lower  pricing  by major
competitors has more than offset the company's cost reductions.

         The Company's  management team, has been developing a broad operational
and financial  restructuring  plan. The plan,  which is designed to leverage the
company's brand, distribution and technology strengths, includes reducing costs,
disposition of certain assets,  focusing on development of alternative  channels
of  distribution  and  capitalizing  on  the  company's  patented  technologies.
Restructuring costs must be incurred to implement the plan.

         Going  forward,  significant  cash  flow  will  be  needed  to pay  the
restructuring  costs to implement the proposed  business plan and to fund losses
until the company has  returned to  profitability.  While there is no  assurance
that funding will be available to execute the plan, the company is continuing to
seek  financing to support its  turnaround  efforts and is exploring a number of
alternatives in this regard.

         The company's  independent  public  accountants  have included a "going
concern"  emphasis  paragraph in their audit reports  accompanying the March 31,
2001 and March 31, 2000  financial  statements.  The  paragraph  states that the
company's recurring losses and its inability to secure working capital financing
raise  substantial  doubt  about the  company's  ability to  continue as a going
concern and cautions  that the financial  statements do not include  adjustments
that might result from the outcome of this uncertainty.

         Existing cash flow is not expected to be sufficient to cover  liquidity
requirements  after  July 31,  2001,  and the  company is  currently  facing the
prospect of not having adequate funds to operate its business (See Note 8 to the
financial   statements  for  details  of  the  Company's  efforts  to  obtain  a
replacement  working capital line of credit).  There can be no assurance that an
affordable working capital credit facility can be arranged or that any long-term
restructuring  alternative can be successfully  initiated or implemented by July
31,  2001,  in which case the company may be  compelled  to pursue a  bankruptcy
filing in the absence of a proposed or pre-approved financial restructuring.

         Subsequent  to  fiscal  year end March 31,  2000,  pursuant  to a Stock
Purchase  Agreement  dated May 23,  2000,  Mrs.  Ruth  Cooper,  a  director  and
beneficial  owner of 4,982,600  shares of the  Registrants  common  stock,  sold
3,982,000 shares of such common stock to SATX, Inc.  ("SATX").  As of such date,
SATX owns  approximately  56% of the issued and outstanding  common stock of the
Registrant. See Note 18 to the Financial Statements for further details.

NOTE 3 - REORGANIZATION:

         In December 1996,  Alliance  Research  Corporation  merged into a newly
formed Delaware  corporation named ORA Electronics,  Inc. (ORA Electronics was a
trade name of Alliance Research Corporation).

         On December 20, 1996,  North American  Energy of Delaware,  Inc. merged
into  ORA  Electronics,   Inc.  by  exchanging  250,000  common  shares  of  ORA
Electronics,  Inc. and options for 2,200 common  shares at $1.50 per share,  and
warrants for 2,156,000  common shares for all the shares issued and to be issued
of North American Energy of Delaware, Inc.

         In consideration  for advisory  services rendered for this transaction,
ORA Electronics, Inc. issued 160,566 common shares and options for 75,180 common
shares.

         The options and warrants are exercisable as follows:

            Options      Warrants*         Price        Expires
            -------  -----------------   -------   -----------------

            14,772   Class A   482,609   $  5.00   December 31, 2001
            20,208   Class B   649,314   $ 10.00   December 31, 2001
            17,478   Class C   567,895   $ 15.00   December 31, 2001
            23,022   Class D   736,691   $ 20.00   December 20, 2001
            ------           ---------
            75,480           2,436,509
            ======           =========


         North American  Energy of Delaware,  Inc. had no business  expenses for
the five years previous to the merger date and no tangible assets or liabilities
at the merger date.

         *   Actual warrant numbers are subject to the round-up provisions under
             the terms of the merger.

NOTE 4 - S CORPORATION STATUS:

         The  Company,  with the  consent  of its  shareholders,  had  elected S
corporation status effective April 1, 1987 for both federal and state income tax
purposes.  In lieu of federal  corporate  income taxes, the shareholders of an S
corporation  are taxed on their  proportionate  share of the  Company's  taxable
income.  For state  purposes,  S  corporations  are taxed at a rate of 1 1/2% of
taxable income.

         In connection with the S corporation election, the Company also elected
to retain its fiscal year end of March 31. According to Internal Revenue Service
regulations,  to compensate the government for the tax deferral obtained through
the use of a  taxable  year end  other  than the  required  taxable  year end of
December 31, the Company is obligated  to make an annual  "required  payment" on
May 15. This payment is considered a deposit and is refundable  when there is no
longer a tax  deferral  resulting  from the use of a fiscal  year end other than
December 31. The amount deposited as "required payment" for the year ended March
31,  1997 was  $219,927,  which was  refunded  to the company in the fiscal year
ended March 31, 1998.

         In December 1996, the Company terminated the S corporation election and
has been subsequently taxed as a C corporation.

NOTE 5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash and Cash Equivalents

         Cash and cash equivalents include short-term  investments with original
maturities of 90 days or less.

Allowance for Sales Returns and Doubtful Accounts

         The Company  reduces gross sales by the amount of discounts and returns
to determine  net sales.  The Company  estimates a reserve for returns  based on
historical experience and the amount of gross sales.

         The reserve is adjusted  periodically  to reflect the Company's  actual
return  experience.  The  Company  provides  allowances  for  doubtful  accounts
receivable  when it determines that such amounts are  uncollectible.  Actual bad
debt  and  sales  return   experience   has  been  in  line  with   management's
expectations. The allowances are as follows at March 31,

                                                    2001        2000
                                                ---------   ---------
          Trade accounts receivable             $ 297,629   $ 608,835
          Less allowance for doubtful accounts    279,187     318,896
          Less allowance for sales returns         10,000      75,000
                                                ---------   ---------

              Trade accounts receivable, net    $   8,442   $ 214,939
                                                =========   =========

Inventories

         Inventories  are stated at the lower of cost  (determined on a weighted
average cost basis) or market.  Market value is based upon net realizable value.
Appropriate  consideration is given to  deterioration,  obsolescence,  and other
factors in evaluating net realizable value.

Goodwill

         Goodwill  consists  of the excess of  consideration  paid over the fair
value of net assets acquired and is amortized on a  straight-line  basis against
income  over 40  years.  Goodwill  of  $299,188  at March  31,  2001 and 2000 is
included in deferred  expenses net of  accumulated  amortization  of $44,269 and
$36,790 respectively.

Revenues

         Revenues are recognized upon shipment of product to customers.

 Research and Development Expenses

         Research and development  expenditures are expensed as incurred and are
included in general and administrative expenses.

         The total research and development costs for new products for the years
ended March 31, 2001, 2000 and 1999 were  approximately  $615,000,  $625,000 and
$440,000  respectively,  including  $53,000,  $57,000 and  $36,000 of  purchased
materials that do not have alternative future uses.

Use of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect certain  reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

Concentration of Cash Balances

         The  Company  maintains  cash  balances  with two banks.  The amount on
deposit in one  financial  institution  exceeds the $100,000  federally  insured
limit by $59,280 at March 31, 2001.

Advertising

         Cooperative  advertising obligations are accrued and the costs expensed
at the same time the related revenue is recognized.  All other advertising costs
are expensed as incurred.

Comparatives

         For comparative  purposes,  certain amounts in the financial statements
from the prior year have been reclassified.

Recent Accounting Pronouncements

         In June 1997,  the FASB issued SFAS No. 130,  "Reporting  Comprehensive
Income"  ("SFAS 130")  effective for fiscal years  beginning  after December 15,
1997.  The new rules  establish  standards  for the  reporting  and  display  of
comprehensive  income  and  its  components  in a full  set of  general  purpose
financial statements. Comprehensive income is defined as the change in equity of
a business  enterprise  during a period,  resulting from  transactions and other
events and  circumstances  from  nonowner  sources.  The Company has adopted the
provisions of SFAS 130 as of April 1, 1998. For all periods presented, there was
no comprehensive income.

         In June 1997, the FASB issued SFAS No. 131,  "Disclosure about Segments
of an Enterprise and Related Information" (SFAS 131") effective for fiscal years
beginning after December 15, 1997. The new rules establish revised standards for
public   companies  to  report  financial  and  other   information   about  key
revenue-producing segments of the entity for which such information is available
and is utilized by the chief operating decision maker.  Specific  information to
be reported for individual segments includes profit or loss, certain revenue and
expense  items  and  total  assets.  A  reconciliation   of  segment   financial
information to amounts  reported in the financial  statements would be provided.
SFAS 131 is  effective  for the Company in fiscal  1999.  The Company  currently
evaluates its operations as one segment.

NOTE 6 - OFFICER LOANS RECEIVABLE:

         Officer loans  receivable of $298,097,  at March 31, 2000,  consists of
one note for $243,982  plus  accrued  interest of $54,115,  bearing  interest at
5.05%.  Principal  and  interest  are due  March  31,  2001.  See Note 18 to the
Financial  Statements  regarding the repayment of this note  subsequent to March
31, 2000.

NOTE 7 - PROPERTY AND EQUIPMENT:

         Property  and  equipment  are  stated  at  cost.   Major  renewals  and
improvements  are  capitalized  while  maintenance  and repairs are  expensed as
incurred.  Interest  and taxes  have been  capitalized  in  connection  with the
construction of building  improvements.  The capitalized  interest and taxes are
included  in the  cost  of the  building  and are  being  depreciated  over  the
building's  estimated useful life. Property and equipment are depreciated on the
straight-line  and  accelerated  methods over the estimated  useful lives of the
property as follows:

                                 Useful Life
Assets                            In Years    March 31, 2001  March 31, 2000
                                 ---------    ----------      ----------
Land                                          $2,900,000      $2,900,000

Building and improvements        31.5 - 39     4,269,918       4,269,917
Machinery and equipment             5 - 7        585,061         585,061
Computer equipment                  5            491,824         491,824
Furniture and fixtures              5 - 7        412,482         412,482
                                              ----------      ----------
                                                               8,659,284

Less: accumulated depreciation                 3,022,783       2,844,500
                                              ----------      ----------
                                              $5,636,503      $5,814,784
Net property and equipment
                                              ==========      ==========

NOTE 8 - NOTES PAYABLE:

         On April 7, 1997, the Company  secured a $5,000,000 line of credit from
FINOVA Capital Corporation  ("FINOVA").  The line of credit facility with FINOVA
was secured by all inventory,  equipment,  accounts  receivable and intellectual
property.  The  initial  term of the  line of  credit  was  for two  years  with
provisions for automatic renewals thereafter in one year increments.  Borrowings
incurred interest at 1% above the reference rate of Citibank, N.A. and there was
an unused line fee of 0.5%. The Company's funds were swept daily and capital was
made available based on 70% of eligible accounts  receivable and 35% of eligible
inventory.  In  January,  1999,  the  Company  was  notified  by FINOVA that its
revolving  line of credit would not be extended  after its scheduled  expiration
date of April 4, 1999.  On May 12, 1999,  the entire  balance owing at that date
was paid and the relationship with FINOVA was terminated.

         On July 27, 1999,  the Company  secured a $1,200,000  revolving  credit
facility to be used for general working capital  purposes.  The credit agreement
allowed the Company to borrow funds at Citibank N.A.'s reference rate plus 2.5%,
based on an 80% advance rate on eligible trade accounts receivable.  There was a
monthly  collateral  monitoring  fee of .25% based on the average trade accounts
receivable during the month. On May 15, 1999, Celtic Capital withdrew the credit
facility,  citing the significant  deterioration in the Company's  business.  No
borrowings were made from the credit facility. The Company is attempting to find
a replacement  credit facility,  but no assurances can be given that the Company
will be able to do so.



<PAGE>


NOTE 9 - LONG-TERM DEBT:

                                                      March 31,      March 31,
                                                         2001           2000
                                                     -----------    -----------
Long-term debt consists of the following:

Trust deed payable, secured by certain real
estate, payable in monthly installments of
$43,418 including interest at 9.875% per
annum, due February 2019, callable with six
months notice.                                        $4,370,011     $4,454,880

Note payable with interest payable at a rate
of 8% per annum, principal and interest due
December 31, 2001.                                     1,405,858      1,298,116


Security deposit                                          33,580         33,580
                                                      ----------     ----------

Total Debt                                             5,809,449      5,752,996

Less: current maturities                               1,499,499         84,870
                                                      ----------     ----------

Total Long-Term Debt                                  $4,309,950     $5,668,126
                                                      ==========     ==========


Maturities of long-term debt for the years subsequent to March 31, 2001 are as
follows:

                        2001                              $ 1,499,499
                        2002                                  103,318
                        2003                                  113,995
                        2004                                  125,775

                  Thereafter                                3,966,862
                                                          -----------

                                                          $ 5,809,449
                                                          ===========


NOTE 10 - 401(k) PROFIT SHARING PLAN:

         On January 1, 1992, the Company adopted a defined  contribution  Profit
Sharing  Savings Plan  pursuant to Section  401(K) of the Internal  Revenue Code
covering  substantially all eligible officers and employees.  Under the terms of
the Plan,  employees can voluntarily  elect to contribute to the Plan, by salary
reduction,  up to 15% of their compensation,  subject to certain IRS limitations
then in effect. Additionally,  the Company can, at its discretion, match 100% of
the  voluntary  employee  contributions  not to exceed  $250.  The  Company  has
received a  determination  letter from the IRS indicating that the above Plan is
qualified within the terms of the applicable provisions of ERISA.

NOTE 11 - MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK:

         At March 31, 2000 approximately  53.6% of the trade accounts receivable
were represented by one customer and at March 31, 1999,  approximately  67.6% of
the trade accounts receivable were represented by two customers.  For the fiscal
year ended March 31, 2000, one customer accounted for approximately 14.5% of the
Company's net sales and for the fiscal year ended March 31, 1999,  two customers
accounted for approximately 52.3% of the Company's net sales.

         To reduce credit risk, the Company performs ongoing credit  evaluations
of its customers financial condition but does not generally require collateral.

         The Company  purchases  substantially  all of its  inventory  through a
foreign trading company.  The trading company negotiates  purchases with various
foreign manufacturing companies and remits payment to these companies.

NOTE 12 - COMMITMENTS AND CONTINGENCIES:

Legal Proceedings

         On  March  2,  1998,  the  Company  reached   settlement  in  a  patent
infringement case with Telular  Corporation.  Pursuant to a Settlement Agreement
and Mutual  General  Release  dated  March 2, 1998,  the  Company  agreed to pay
Telular  Corporation  $500,000 in cash,  a  $1,000,000  promissory  note payable
February 1, 2000 and 300,000 shares of the Company's  common stock.  Telular had
the right to receive  additional  shares of common stock on February 1, 2000, if
necessary,  to ensure  that the total  shares of such common  stock  received by
Telular Corporation had a market value of $1,500,000 as of such date.

         The Company made the final cash payment to Telular in full satisfaction
of the  $1,000,000  promissory  note on  February  18,  2000.  With  respect  to
Telular's right to receive  additional shares of ORA's common stock, the Company
and Telular reached agreement on February 18, 2000 to extend the  implementation
of that provision until February 1, 2002.

         The Company is involved in other legal proceedings, many of which arise
in the ordinary course of its business. While any litigation contains as element
of uncertainty,  management  believes that the outcome of such  proceedings will
not have a material adverse effect on the Company's results of operations.

NOTE 13 -  STOCK PLANS:

         The Company's 1996 stock plans,  approved by the shareholders,  provide
grants of non-qualified or incentive stock options,  restricted stock awards and
stock appreciation  "SARs". All plans are administered by the Company's Board of
Directors  ("Board").  Stock  options may be granted with or without  SARs.  The
total number of shares of Common Stock subject to issuance  under the 1996 stock
plan is  2,000,000,  subject to  adjustments  as provided  for in the 1996 Stock
Plan. Grant prices for incentive stock options and  non-qualified  stock options
are not less than 100% and 85% of the fair market  value of the Common  Stock at
the time of grant,  respectively.  Options and SARs normally extend for 10 years
and under Board policy become exercisable in installments of 25 percent per year
commencing one year from the date of grant or over a vesting  period  determined
by the Board.

         Restricted  stock  awards  issued  under the plan  provide  that shares
awarded  may  not  be  sold  or  otherwise  transferred  until  restrictions  as
established by the Board have lapsed.  Upon  termination  of employment,  shares
upon which restrictions have not lapsed must be returned to the Company.

         The following table summarizes stock option activity:

           Option Shares                               2001     2000
                                                     ------   ------

           Outstanding at beginning of fiscal year   95,500   95,500
           Granted                                        0        0
           Exercised                                      0        0
           Forfeitures                               16,500        0
                                                     ------   ------

           Outstanding March 31 ($5.00 per share)    79,000   95,500
                                                     ======   ======

           Exercisable March 31                      64,000   47,750
                                                     ======   ======

         The  shareholders  also approved a Non-Employee  Directors Stock Option
Plan. Under the plan, a maximum of 100,000 shares may be granted to non-employee
directors  at not less than 100% of the fair market  value at the date of grant.
Shares  may be  exercised  in two  equal  installments  commencing  on the first
anniversary of the date of the grant.

NOTE 14 - LOWER OF COST OR MARKET ADJUSTMENT:

         Adjustments  of  $2,300,000,  $579,000  and  $978,256  were made in the
fiscal  years  ended March 31,  2001,  2000 and 1999,  respectively,  to reflect
inventory  at the  lower  of cost  or  market,  as  determined  by  management's
estimates of value below the Company's cost.

NOTE 15 - INCOME TAXES:

         Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary
differences  between the carrying amount of assets and liabilities for financial
reporting  purposes and the amounts used for income tax purposes,  and operating
loss and tax credit  carryforwards.  Significant  components and the approximate
tax effect of the  Company's  deferred  tax assets as of March 31, 2000 and 1999
are as follows:

                                                2001           2000
                                            -----------    -----------
         Net operating loss carryforwards   $ 4,069,605    $ 1,121,543
         Less valuation allowance            (4,069,605)    (1,121,543)
                                            -----------    -----------
         Net deferred tax asset                      --             --
                                            ===========    ===========

         The company  establishes  valuation  allowances in accordance  with the
provisions of FASB Statement No. 109, "Accounting for Income Taxes". The company
periodically reviews the adequacy of the valuation allowance to estimate whether
or not  these tax  benefits  will be  realized  in  future  periods.  Management
believes that sufficient  uncertainty  exists regarding the realizability of the
net operating losses, and accordingly,  a valuation  allowance has been recorded
at March 31, 2000 and 1999.

         No income taxes were paid for the years ended March 31, 2001 and 2000.

NOTE 16 - OTHER INCOME:

         In April,  1998,  pursuant to the terms of a Second Deed of  Amendment,
the  company  granted  ORA  Electronics  (UK)  Limited  ("ORA UK") an  exclusive
royalty-free  right  to use  certain  of the  Company's  trademarks,  including,
without  limitation,  the "ORA" name, in perpetuity  worldwide except for North,
Central,  and  South  America.  The  total  consideration  paid by ORA UK to the
company for such perpetual right was 1,000,000 GBP, or approximately $1,659,000,
which is  included  in Other  Income in the fiscal  year ended  March 31,  1999.
Gershon N. Cooper,  formerly the  President and Chief  Executive  Officer of the
Company, was a former member of the Board of Directors of ORA UK.

NOTE 17 - YEAR 2000 ISSUE:

         Many  computer  systems  and other  equipment  with  embedded  chips or
processors  in use today were designed and  developed  using two digits,  rather
than four,  to specify the year.  As a result,  such systems will  recognize the
Year 2000 as "00" and may assume that the year is 1900 rather than 2000. This is
commonly  known as the Year 2000  issue,  which  could  potentially  result in a
system  failure  or  in  miscalculations   causing  disruptions  of  operations,
including  among other things,  a temporary  inability to process  transactions,
send invoices or engage in other similar normal business activities. The Company
has been informed that the portion of the Company's  computer  software  systems
relating to the general ledger,  payroll and other employee records is presently
Year 2000  compliant.  To date,  the Company has not  experienced  any  problems
relating to these systems.

         The Company is in the process of evaluating the potential cost to it in
addressing  the Year 2000  issue  with  respect  to its other  software  and the
potential  consequences of an incomplete or untimely resolution of the Year 2000
issue. Due to the serious deterioration of the Company's operating  performance,
and its related  effect on cash  flows,  the Company has not been able to afford
the conversion and  implementation of new Year 2000 compliant software for those
systems that the Company is aware require such replacement. Instead, the Company
has elected to design workarounds to its present  non-compliant  software in the
hopes that  essential  information  needed to manage the  business and to report
results on a timely basis will continue to be available.  So far, since December
31, 1999, the Company has not experienced  significant operational failures with
the non-compliant  systems.  However, there can be no assurance that its systems
will  continue to operate and that the Company's  failure to adequately  address
the Year 2000 issue will not have a material adverse effect upon the Company.

         The Company does not conduct any of its purchase  transactions  through
computer systems that interface  directly with suppliers.  However,  the Company
has completed a formal assessment of its significant  suppliers to determine the
extent to which the Company  would be  vulnerable if those third parties fail to
remedy Year 2000 issues.  To date,  the Company has received  written  responses
from most of its suppliers.  The Company has evaluated  these  responses and has
determined that all critical suppliers have prepared for the Year 2000.

         The Company  currently has no material systems that interface  directly
with its  customers,  financial  institutions  or others  with whom it  conducts
business.  However,  if those  third  parties  with which the  Company  conducts
business are unsuccessful in implementing timely solutions,  the Year 2000 issue
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.

         The Company has reviewed each of its product  lines and has  determined
that its products will operate properly in the Year 2000 and beyond.

         Since it is not possible to anticipate all future outcomes,  especially
when third  parties  are  involved,  there could be  circumstances  in which the
Company is adversely  affected by Year 2000  problems.  As of July 14, 2000, the
Company has not  experienced  any  significant  Year 2000 issues relating to the
procurement,  sales or support of the Company's  products.  The Company believes
that it may take several  more months to determine  the impact of the Year 2000,
if any, on its customers or suppliers.

NOTE 18 - SUBSEQUENT EVENTS:

CHANGE IN CONTROL OF REGISTRANT

         Subsequent  to  fiscal  year end March 31,  2000,  pursuant  to a Stock
Purchase  Agreement  dated May 23,  2000,  Mrs.  Ruth  Cooper,  a  director  and
beneficial  owner of 4,982,600  shares of the  Registrants  common  stock,  sold
3,982,000 shares of such common stock to SATX, Inc.  ("SATX").  As of such date,
SATX owns  approximately  56% of the issued and outstanding  common stock of the
Registrant.  In  consideration  for the sale of her  3,982,600  shares of common
stock,  SATX paid to Mrs.  Cooper  $150,000 in cash,  $23,185  payable in twelve
monthly  installments,  400,000  shares of SATX  common  stock and  assumed  the
liability for a promissory note owed to ORA Electronics,  Inc. by Mrs. Cooper in
the amount of $299,347.

         SATX, a publicly held company engaged in telecommunications technology,
develops and markets prepaid  cellular  handsets and global tracking  devices in
addition to investing in relevant technology companies. SATX common stock trades
on the OTC Electronic Bulletin Board under the symbol "SATX".

         In connection  with the  transaction,  Mrs.  Ruth Cooper  resigned as a
director and three  members of the Board of Directors of SATX were  appointed to
the Registrants Board of Directors.

REPAYMENT OF OFFICER LOAN

         Officer loans receivable of $298,097,  at March 31, 2000,  consisted of
one note for $243,982  plus  accrued  interest of $54,115,  bearing  interest at
5.05%.  Repayment  liability for the  promissory  note,  due March 31, 2001, was
assumed by SATX,  Inc.  ("SATX") in  connection  with its purchase of a majority
interest in the common stock of the Company. On July 10, 2000, SATX paid a total
of $302,284 to the Company,  which  represented  $243,982  principal and $58,302
accrued interest through that date, in full satisfaction of the note.
























<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly authorized on the 3rd of August,
2001.


                                                      ORA ELECTRONICS, INC.

                                                      By:  /s/ John M. Burris
                                                      -------------------------
                                                             John M. Burris
                                                             President


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on the 14th day of July, 2000.

               Signature                            Title


By:  /s/ Iqbal Ashraf
       Iqbal Ashraf                       Chairman of the Board

By:  /s/ John M. Burris                   President and Chief Executive Officer
     ---------------------------          and Director and Principal
       John M. Burris                     Financial and Accounting Officer

By:  /s/ Matthew F. Jodziewicz            Vice President of Technology and
     -------------------------            Legal Affairs, Secretary and Director
       Matthew F. Jodziewicz

By:  /s/ William B. Barnett               Director
     ----------------------
       William B. Barnett









<PAGE>



                                  EXHIBIT INDEX

Exhibit No.                                       Description
--------------------------------------------------------------------------------

2.1      Plan of Reorganization of North American Energy of Delaware, Inc. (1)

2.2      Agreement and Plan of Merger between ORA Electronics,  Inc., a Delaware
         corporation,  and North American  Energy of Delaware,  Inc., a Delaware
         corporation. (2)

3.1      Restated Certificate of Incorporation of ORA Electronics, Inc, (2)

3.2      Bylaws of ORA Electronics, Inc. (2)

4.1      Specimen Common Stock Certificate of ORA Electronics, Inc. (2)

4.2      Specimen Class A Warrant Certificate. (2)

4.3      Specimen Class B Warrant Certificate. (2)

4.4      Specimen Class C Warrant Certificate. (2)

4.5      Specimen Class D Warrant Certificate. (2)

4.6      Warrant  Agreement between the Company and Continental Stock Transfer &
         Trust Company (the "Warrant Agent"), dated as of December 20, 1996, (2)

4.7      Letter Agreement, dated June 10, 1997, from Sheppard, Mullin, Richter &
         Hampton LLP to the Warrant Agent. (4)

10.1     Loan and Security  Agreement,  dated April 4, 1997,  by and between the
         Company and FINOVA Capital Corporation ("FINOVA"). (4)

l0.2     Amendment to Loan Agreement,  dated April 4, 1997,  between the Company
         and FINOVA. (4)

10.3     Collateral Assignment, Patent Mortgage and Security Agreement, dated as
         of April 4, 1997, by and between the Company and FINOVA. (4)

10.4     Waiver and Second  Amendment  to Loan  Agreement,  dated June 26, 1997,
         between the Company and FINOVA. (4)

10.5     Waiver and Third Amendment to Loan Agreement,  dated November 13, 1997,
         between the Company and FINOVA. (5)

10.6     Waiver and Fourth Amendment to Loan Agreement,  dated February 11, 1998
         between the Company and FINOVA. (7)

10.7     Waiver and Fifth  Amendment  to Loan  Agreement,  dated March 27, 1998,
         between the Company and FINOVA. (8)

10.8     Second  Deed  of  Amendment,   by  and  between  the  Company  and  ORA
         Electronics (UK) Limited ("ORA UK"), dated as of April 1, 1998. (7)

10.9     Distribution  Agreement,  by and between Alliance Research  Corporation
         (predecessor to the Registrant) and Contactace  Limited (doing business
         as ORA UK), dated as of 1990. (7)

10.10    Form of Indemnification Agreement. (3)

10.11    Employment  Agreement  dated as of December 19, 1996 by and between the
         Company and Gershon N. Cooper. (3)

10.12    Amended and Restated  Promissory  Note dated December 17, 1996, made by
         Gershon, Cooper and Ruth Cooper in favor of the Company. (3)

10.13    Promissory  Note dated December 6, 1996,  made by Gershon N. Cooper and
         Ruth Cooper in favor of the Company. (3)

10.14    Amended and Restated  Commercial  Credit Agreement dated as of December
         31, 1996, by and among Sanwa Bank California,  the Company,  Gershon N.
         Cooper, Ruth Cooper and the Cooper Living Trust. (3)

10.15    Amended and Restated Security  Agreement dated as of December 31, 1996,
         by and between the Company and Sanwa Bank California. (3)

10.16    Secured  Promissory  Note dated as of  February  1,  1989,  made by the
         Company in favor of the Aid Association for Lutherans. (3)

10.17    Promissory  Note dated as of December 23, 1996,  made by the Company in
         favor of General Funding Corporation. (3)

10.18    ORA Electronics, Inc. 1996 Stock Plan. (3)

10.19    Form of ORA  Electronics,  Inc.,  1996 Stock Plan  Stock  Option  Grant
         Agreement. (3)

10.20    Form of ORA Electronics, Inc. Non-Employee Directors Stock option Plan.
         (3)

10.21    Form of ORA  Electronics,  Inc.  Non-Employee  Directors  Stock  Option
         Agreement. (3)

11       Statement re: Computation of Earnings Per Share.

23.1     Independent Auditors' Consent of Richard & Hedrick

27       Financial Data Schedule

99.1     Letter  Agreement  dated  December 19, 1996 between the Company and DLS
         Financial Services, Inc. (3)

99.2     Registration  Rights Agreement,  dated as of December 20, 1996, between
         the Company and The Cooper Family Living Trust. (3)

99.3     Settlement  Agreement and Mutual  General  Release dated March 2, 1998,
         between the Registrant and Telular Corporation. (6)

--------------------

(1)   Incorporated  by reference from the Form 8-K/A filed on December 20, 1996,
      by North American Energy of Delaware, Inc., predecessor to the Registrant.

(2)   Incorporated by reference from the Registrant's Form 8-K filed on December
      20, 1996.

(3)   Incorporated  by  reference  from  the  Registrant's  Form  10-Q  filed on
      February 14, 1997.

(4)   Incorporated  by reference from the  Registrant's  Form 10-K filed on June
      30, 1997.

(5)   Incorporated  by  reference  from  the  Registrant's  Form  10-Q  filed on
      February 14, 1998.

(6)   Incorporated by reference from the Registrant's Form 8-K filed on March 3,
      1998.

(7)   Incorporated  by reference from the  Registrant's  Form 8-K filed on April
      17, 1998.

(8)   Incorporated  by reference from the  Registrant's  Form 10-K filed on June
      29, 1998